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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One)
|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003


OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ......... to ..........


Commission File Number 1-7584


TRANSCONTINENTAL GAS PIPE LINE CORPORATION

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 74-1079400
(I.R.S. Employer
Identification No.)

|                                                                                               |  |                 
|---------------------------------------------------------------------------------------------- |  | ----------------
|2800 Post Oak Boulevard
P. O. Box 1396
Houston, Texas
(Address of principal executive offices) |  | 77251
(Zip Code)

Registrants telephone number, including area code (713) 215-2000

None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  [X]  No  [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes  [  ]  No  [X]

The number of shares of Common Stock, par value $1.00 per share,
outstanding as of September 30, 2003 was 100.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H (1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED
DISCLOSURE FORMAT.



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TRANSCONTINENTAL GAS PIPE LINE CORPORATION
INDEX


TABLE OF CONTENTS



|                                                  |                                                                      |                                                      |  |  |  |  |  | 
|------------------------------------------------- | -------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION                   
|                                                  | ITEM 1. Financial Statements                                        
|                                                  |                                                                      | CONDENSED CONSOLIDATED STATEMENT OF INCOME          
|                                                  |                                                                      | CONDENSED CONSOLIDATED BALANCE SHEET                
|                                                  |                                                                      | CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS      
|                                                  |                                                                      | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                  | ITEM 2. Managements Narrative Analysis of the Results of Operations
|                                                  | ITEM 4. Controls and Procedures                                     
|PART II - OTHER INFORMATION                      
|                                                  | ITEMS 1. LEGAL PROCEEDINGS                                          
|                                                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            
|SIGNATURE                                        
|EX-31.1 Certification-Principal Executive Officer
|EX-31.2 Certification-Principal Financial Officer
|EX-32.1 Certification Pursuant to Section 906    



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|                               |                                                                      |                                                                                                            |    |      |   | 
|------------------------------ | -------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                               |                                                                      |                                                                                                            |    | Page
|                               |                                                                      |                                                                                                            |    |     
|PART I. FINANCIAL INFORMATION: |                                                                      |                                                                                                            |    |     
|                               | Item 1. Financial Statements -                                       |                                                                                                            |    |      |  
|                               |                                                                      | Condensed Consolidated Statement of Income for the three and nine months
ended September 30, 2003 and 2002 |    |      | 2 | 
|                               |                                                                      | Condensed Consolidated Balance Sheet as of September 30, 2003 and
December 31, 2002                        |    |      | 3 | 
|                               |                                                                      | Condensed Consolidated Statement of Cash Flows for the nine
months ended September 30, 2003 and 2002       |    |      | 5 | 
|                               |                                                                      | Notes to Condensed Consolidated Financial Statements                                                       |    |      | 6 | 
|                               | Item 2. Managements Narrative Analysis of the Results of Operations |                                                                                                            |    | 21   |  
|                               | Item 4. Controls and Procedures                                      |                                                                                                            |    | 28   |  
|PART II. OTHER INFORMATION     |                                                                      |                                                                                                            | 29 |     
|                               | Item 1. Legal Proceedings                                            |                                                                                                            |    | 29   |  
|                               | Item 6. Exhibits and Reports on Form 8-K                             |                                                                                                            |    | 29   |  

Certain matters discussed in this report, excluding historical information,
include forward-looking statements. Although Transco believes such
forward-looking statements are based on reasonable assumptions, no assurance
can be given that every objective will be achieved. Such statements are made
in reliance on the safe harbor protections provided under the Private
Securities Litigation Reform Act of 1995. Additional information about issues
that could lead to material changes in performance is contained in Transcos
2002 Annual Report on Form 10-K and 2003 First and Second Quarter Reports on
Form 10-Q.

1



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PART I - FINANCIAL INFORMATION




ITEM 1. Financial Statements.




TRANSCONTINENTAL GAS PIPE LINE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Thousands of Dollars)
(Unaudited)

|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |         |         | 
|------------------------------------ | ------------------------------------------------------------------------ | ----------------------------------------- | ------ | ------------------ | ------- | ----------------- | ------- | ------- | ------- | ---- | ------- | ------- | --------- | - | ------- | ------- | ------- | 
|                                     |                                                                          |                                           |        | Three Months Ended |         | Nine Months Ended
|                                     |                                                                          |                                           |        | September 30,      |         | September 30,    
|                                     |                                                                          |                                           |        |                    |         |                  
|                                     |                                                                          |                                           |        | 2003               |         | 2002              |         | 2003    |         | 2002
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |     
|Operating Revenues:                  |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     | Natural gas sales                                                        |                                           | $      | 95,249             |         |                   | $       | 68,897  |         |      | $       | 358,956 |           |   | $       | 254,204 |        
|                                     | Natural gas transportation                                               |                                           |        | 196,489            |         |                   |         | 210,204 |         |      |         | 592,934 |           |   |         | 553,673 |        
|                                     | Natural gas storage                                                      |                                           |        | 31,384             |         |                   |         | 34,817  |         |      |         | 94,350  |           |   |         | 104,539 |        
|                                     | Other                                                                    |                                           |        | 1,476              |         |                   |         | 1,898   |         |      |         | 15,306  |           |   |         | 13,612  |        
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     |                                                                          | Total operating revenues                  |        |                    | 324,598 |                   |         |         | 315,816 |      |         |         | 1,061,546 |   |         |         | 926,028 | 
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|Operating Costs and Expenses:        |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     | Cost of natural gas sales                                                |                                           |        | 95,249             |         |                   |         | 68,897  |         |      |         | 358,956 |           |   |         | 254,204 |        
|                                     | Cost of natural gas transportation                                       |                                           |        | 9,160              |         |                   |         | 8,045   |         |      |         | 19,803  |           |   |         | 24,663  |        
|                                     | Operation and maintenance                                                |                                           |        | 45,401             |         |                   |         | 46,738  |         |      |         | 137,550 |           |   |         | 137,135 |        
|                                     | Administrative and general                                               |                                           |        | 28,332             |         |                   |         | 37,590  |         |      |         | 83,366  |           |   |         | 104,107 |        
|                                     | Depreciation and amortization                                            |                                           |        | 50,973             |         |                   |         | 44,667  |         |      |         | 155,101 |           |   |         | 140,221 |        
|                                     | Taxes - other than income taxes                                          |                                           |        | 9,979              |         |                   |         | 9,024   |         |      |         | 30,610  |           |   |         | 30,533  |        
|                                     | Other, net                                                               |                                           |        | (6,839             | )       |                   |         | 281     |         |      |         | (7,762  | )         |   |         | 2,595   |        
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     |                                                                          | Total operating costs and expenses        |        |                    | 232,255 |                   |         |         | 215,242 |      |         |         | 777,624   |   |         |         | 693,458 | 
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|Operating Income                     |                                                                          |                                           | 92,343 |                    |         |                   | 100,574 |         |         |      | 283,922 |         |           |   | 232,570 |        
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|Other (Income) and Other Deductions: |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     | Interest expense                                                         |                                           |        | 22,346             |         |                   |         | 28,120  |         |      |         | 66,691  |           |   |         | 69,203  |        
|                                     | Interest income - affiliates                                             |                                           |        | (718               | )       |                   |         | (5,050  | )       |      |         | (3,990  | )         |   |         | (10,656 | )      
|                                     | Allowance for equity and borrowed funds used during construction (AFUDC) |                                           |        | (1,767             | )       |                   |         | (7,990  | )       |      |         | (11,386 | )         |   |         | (21,752 | )      
|                                     | Equity in earnings of unconsolidated affiliates                          |                                           |        | (1,761             | )       |                   |         | (1,984  | )       |      |         | (5,548  | )         |   |         | (5,882  | )      
|                                     | Impairment of investment in unconsolidated
affiliate                     |                                           |        |                   |         |                   |         |        |         |      |         |        |           |   |         | 12,275  |        
|                                     | Miscellaneous other (income) deductions, net                             |                                           |        | (1,335             | )       |                   |         | (1,691  | )       |      |         | (5,230  | )         |   |         | (22,345 | )      
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|                                     |                                                                          | Total other (income) and other deductions |        |                    | 16,765  |                   |         |         | 11,405  |      |         |         | 40,537    |   |         |         | 20,843  | 
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|Income before Income Taxes           |                                                                          |                                           | 75,578 |                    |         |                   | 89,169  |         |         |      | 243,385 |         |           |   | 211,727 |        
|Provision for Income Taxes           |                                                                          |                                           | 28,256 |                    |         |                   | 34,543  |         |         |      | 93,279  |         |           |   | 80,803  |        
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        
|Net Income                           |                                                                          | $                                         | 47,322 |                    |         | $                 | 54,626  |         |         | $    | 150,106 |         |           | $ | 130,924 |        
|                                     |                                                                          |                                           |        |                    |         |                   |         |         |         |      |         |         |           |   |         |        

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
(Unaudited)

|                                                           |                                                |                                          |         |               |           |              |         |           |           | 
|---------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------- | ------- | ------------- | --------- | ------------ | ------- | --------- | --------- | 
|                                                           |                                                |                                          |         | September 30, |           | December 31,
|                                                           |                                                |                                          |         | 2003          |           | 2002        
|                                                           |                                                |                                          |         |               |           |             
|                                                           |                                                | ASSETS                                   |         |               |           |              |         |           |           | 
|Current Assets:                                            |                                                |                                          |         |               |           |              |         |          
|                                                           | Cash                                           |                                          | $       | 266           |           |              | $       | 6,183     |          
|                                                           | Receivables:                                   |                                          |         |               |           |              |         |           |          
|                                                           |                                                | Affiliates                               |         |               | 9,041     |              |         |           | 23,725    | 
|                                                           |                                                | Advances to affiliates                   |         |               | 33,237    |              |         |           | 136,147   | 
|                                                           |                                                | Others                                   |         |               | 107,214   |              |         |           | 129,280   | 
|                                                           | Transportation and exchange gas receivables    |                                          |         | 20,876        |           |              |         | 10,362    |          
|                                                           | Inventories                                    |                                          |         | 128,859       |           |              |         | 78,876    |          
|                                                           | Deferred income taxes                          |                                          |         | 30,020        |           |              |         | 25,465    |          
|                                                           | Other                                          |                                          |         | 19,296        |           |              |         | 16,039    |          
|                                                           |                                                |                                          |         |               |           |              |         |          
|                                                           |                                                | Total current assets                     |         |               | 348,809   |              |         |           | 426,077   | 
|                                                           |                                                |                                          |         |               |           |              |         |          
|Investments, at cost plus equity in undistributed earnings |                                                |                                          | 43,257  |               |           |              | 43,368  |          
|                                                           |                                                |                                          |         |               |           |              |         |          
|Property, Plant and Equipment:                             |                                                |                                          |         |               |           |              |         |          
|                                                           | Natural gas transmission plant                 |                                          |         | 5,702,952     |           |              |         | 5,602,497 |          
|                                                           | Less-Accumulated depreciation and amortization |                                          |         | 1,427,270     |           |              |         | 1,313,142 |          
|                                                           |                                                |                                          |         |               |           |              |         |          
|                                                           |                                                | Total property, plant and equipment, net |         |               | 4,275,682 |              |         |           | 4,289,355 | 
|                                                           |                                                |                                          |         |               |           |              |         |          
|Other Assets                                               |                                                |                                          | 224,909 |               |           |              | 210,732 |          
|                                                           |                                                |                                          |         |               |           |              |         |          
|                                                           |                                                | Total assets                             |         | $             | 4,892,657 |              |         | $         | 4,969,532 | 
|                                                           |                                                |                                          |         |               |           |              |         |          

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
(Thousands of Dollars)
(Unaudited)

|                                                |                                                    |                                               |           |               |           |              |           |           |           | 
|----------------------------------------------- | -------------------------------------------------- | --------------------------------------------- | --------- | ------------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                |                                                    |                                               |           | September 30, |           | December 31,
|                                                |                                                    |                                               |           | 2003          |           | 2002        
|                                                |                                                    |                                               |           |               |           |             
|                                                |                                                    | LIABILITIES AND STOCKHOLDERS EQUITY          |           |               |           |              |           |           |           | 
|Current Liabilities:                            |                                                    |                                               |           |               |           |              |           |          
|                                                | Payables:                                          |                                               |           |               |           |              |           |           |          
|                                                |                                                    | Affiliates                                    |           | $             | 42,866    |              |           | $         | 58,718    | 
|                                                |                                                    | Advances from affiliates                      |           |               |          |              |           |           | 3,022     | 
|                                                |                                                    | Other                                         |           |               | 90,056    |              |           |           | 102,976   | 
|                                                | Transportation and exchange gas payables           |                                               |           | 22,621        |           |              |           | 10,605    |          
|                                                | Accrued liabilities                                |                                               |           | 140,767       |           |              |           | 146,671   |          
|                                                | Reserve for rate refunds                           |                                               |           | 11,802        |           |              |           | 9,247     |          
|                                                |                                                    |                                               |           |               |           |              |           |          
|                                                |                                                    | Total current liabilities                     |           |               | 308,112   |              |           |           | 331,239   | 
|                                                |                                                    |                                               |           |               |           |              |           |          
|Long-Term Debt                                  |                                                    |                                               | 1,123,746 |               |           |              | 1,123,136 |          
|                                                |                                                    |                                               |           |               |           |              |           |          
|Other Long-Term Liabilities:                    |                                                    |                                               |           |               |           |              |           |          
|                                                | Deferred income taxes                              |                                               |           | 924,806       |           |              |           | 903,814   |          
|                                                | Other                                              |                                               |           | 114,084       |           |              |           | 134,830   |          
|                                                |                                                    |                                               |           |               |           |              |           |          
|                                                |                                                    | Total other long-term liabilities             |           |               | 1,038,890 |              |           |           | 1,038,644 | 
|                                                |                                                    |                                               |           |               |           |              |           |          
|Contingent liabilities and commitments (Note 2) |                                                    |                                               |           |               |           |              |           |          
|Common Stockholders Equity:                    |                                                    |                                               |           |               |           |              |           |          
|                                                | Common stock $1.00 par value:                      |                                               |           |               |           |              |           |           |          
|                                                |                                                    | 100 shares authorized, issued and outstanding |           |               |          |              |           |           |          | 
|                                                | Premium on capital stock and other paid-in capital |                                               |           | 1,652,430     |           |              |           | 1,652,430 |          
|                                                | Retained earnings                                  |                                               |           | 778,229       |           |              |           | 833,123   |          
|                                                | Accumulated other comprehensive loss               |                                               |           | (8,750        | )         |              |           | (9,040    | )        
|                                                |                                                    |                                               |           |               |           |              |           |          
|                                                |                                                    | Total common stockholders equity             |           |               | 2,421,909 |              |           |           | 2,476,513 | 
|                                                |                                                    |                                               |           |               |           |              |           |          
|                                                |                                                    | Total liabilities and stockholders equity    |           | $             | 4,892,657 |              |           | $         | 4,969,532 | 
|                                                |                                                    |                                               |           |               |           |              |           |          

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |          |   |          |          |  
|-------------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------- | - | ----------------- | -------- | -------- | - | -------- | -------- | -
|                                                   |                                |                                                                                             |                                                                    |                                                     |   | Nine Months Ended
|                                                   |                                |                                                                                             |                                                                    |                                                     |   | September 30,    
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                  
|                                                   |                                |                                                                                             |                                                                    |                                                     |   | 2003              |          | 2002    
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Cash flows from operating activities:              |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   | Net income                     |                                                                                             | $                                                                  | 150,106                                             |   |                   | $        | 130,924  |  
|                                                   |                                | Adjustments to reconcile net income to net cash provided
by (used in) operating activities: |                                                                    |                                                     |   |                   |          |          |   |         
|                                                   |                                |                                                                                             | Depreciation and amortization                                      |                                                     |   | 151,488           |          |          |   | 137,182  |         
|                                                   |                                |                                                                                             | Deferred income taxes                                              |                                                     |   | 16,258            |          |          |   | (31,502  | )       
|                                                   |                                |                                                                                             | Impairment of investment in unconsolidated affiliate               |                                                     |   |                  |          |          |   | 12,275   |         
|                                                   |                                |                                                                                             | Allowance for equity funds used during construction (Equity AFUDC) |                                                     |   | (8,177            | )        |          |   | (16,117  | )       
|                                                   |                                |                                                                                             | Changes in operating assets and liabilities:                       |                                                     |   |                   |          |          |   |          |         
|                                                   |                                |                                                                                             |                                                                    | Receivables                                         |   |                   | 31,315   |          |   |          | 33,342   |  
|                                                   |                                |                                                                                             |                                                                    | Transportation and exchange gas receivables         |   |                   | (10,514  | )        |   |          | 1,914    |  
|                                                   |                                |                                                                                             |                                                                    | Inventories                                         |   |                   | (49,983  | )        |   |          | 27,209   |  
|                                                   |                                |                                                                                             |                                                                    | Payables                                            |   |                   | (4,001   | )        |   |          | (1,209   | )
|                                                   |                                |                                                                                             |                                                                    | Transportation and exchange gas payables            |   |                   | 12,016   |          |   |          | 39       |  
|                                                   |                                |                                                                                             |                                                                    | Accrued liabilities                                 |   |                   | (5,850   | )        |   |          | 6,252    |  
|                                                   |                                |                                                                                             |                                                                    | Reserve for rate refunds                            |   |                   | 2,555    |          |   |          | 87,966   |  
|                                                   |                                |                                                                                             |                                                                    | Other, net                                          |   |                   | (22,827  | )        |   |          | (13,955  | )
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   |                                |                                                                                             |                                                                    | Net cash provided by operating activities           |   |                   | 262,386  |          |   |          | 374,320  |  
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Cash flows from financing activities:              |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   | Additions to long-term debt    |                                                                                             |                                                                    |                                                    |   |                   |          | 317,119  |  
|                                                   | Retirement of long-term debt   |                                                                                             |                                                                    |                                                    |   |                   |          | (275,000 | )
|                                                   | Debt issue costs               |                                                                                             |                                                                    | (131                                                | ) |                   |          | (3,015   | )
|                                                   | Change in cash overdrafts      |                                                                                             |                                                                    | (23,791                                             | ) |                   |          | (3,129   | )
|                                                   | Common stock dividends paid    |                                                                                             |                                                                    | (205,000                                            | ) |                   |          |         |  
|                                                   | Advances from affiliate, net   |                                                                                             |                                                                    | (3,022                                              | ) |                   |          | (4,705   | )
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   |                                |                                                                                             |                                                                    | Net cash provided by (used in) financing activities |   |                   | (231,944 | )        |   |          | 31,270   |  
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Cash flows from investing activities:              |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   | Property, plant and equipment: |                                                                                             |                                                                    |                                                     |   |                   |          |          |  
|                                                   |                                |                                                                                             | Additions, net of equity AFUDC                                     |                                                     |   | (144,370          | )        |          |   | (395,142 | )       
|                                                   |                                |                                                                                             | Changes in accounts payable                                        |                                                     |   | (981              | )        |          |   | (9,036   | )       
|                                                   | Advances to affiliates, net    |                                                                                             |                                                                    | 108,345                                             |   |                   |          | (14,035  | )
|                                                   | Investments in affiliates, net |                                                                                             |                                                                    |                                                    |   |                   |          | (152     | )
|                                                   | Other, net                     |                                                                                             |                                                                    | 647                                                 |   |                   |          | 13,111   |  
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   |                                |                                                                                             |                                                                    | Net cash used in investing activities               |   |                   | (36,359  | )        |   |          | (405,254 | )
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Net increase (decrease) in cash                    |                                |                                                                                             | (5,917                                                             | )                                                   |   |                   | 336      |         
|Cash at beginning of period                        |                                |                                                                                             | 6,183                                                              |                                                     |   |                   | 472      |         
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Cash at end of period                              |                                | $                                                                                           | 266                                                                |                                                     |   | $                 | 808      |         
|                                                   |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|Supplemental disclosures of cash flow information: |                                |                                                                                             |                                                                    |                                                     |   |                   |          |         
|                                                   | Cash paid during the year for: |                                                                                             |                                                                    |                                                     |   |                   |          |          |  
|                                                   |                                |                                                                                             | Interest (exclusive of amount capitalized)                         |                                                     | $ | 74,272            |          |          | $ | 69,211   |         
|                                                   |                                |                                                                                             | Income taxes paid                                                  |                                                     |   | 61,679            |          |          |   | 66,237   |         
|                                                   |                                |                                                                                             | Income tax refund                                                  |                                                     |   |                  |          |          |   | (426     | )       

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Transcontinental Gas Pipe Line Corporation (Transco) is a wholly-owned
subsidiary of Williams Gas Pipeline Company, LLC (WGP). WGP is a wholly-owned
subsidiary of The Williams Companies, Inc. (Williams).

The condensed consolidated financial statements include the accounts of
Transco and its majority-owned subsidiaries. Companies in which Transco and its
subsidiaries own 20 percent to 50 percent of the voting common stock or
otherwise exercise significant influence over operating and financial policies
of the company are accounted for under the equity method.

The condensed consolidated financial statements have been prepared from
the books and records of Transco. Certain information and disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted. The condensed unaudited consolidated financial statements include all
adjustments both normal recurring and others which, in the opinion of Transcos
management, are necessary to present fairly its financial position at September
30, 2003, and results of operations for the three and nine months ended
September 30, 2003 and 2002 and cash flows for the nine months ended September
30, 2003 and 2002. These condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and the notes
thereto included in Transcos 2002 Annual Report on Form 10-K and 2003 First
and Second Quarter Reports on Form 10-Q.

Through an agency agreement, Williams Power Company (WPC) (formerly
Williams Energy Marketing & Trading Company), an affiliate of Transco, manages
all jurisdictional merchant gas sales of Transco, receives all margins
associated with such business and, as Transcos agent, assumes all market and
credit risk associated with Transcos jurisdictional merchant gas sales.
Consequently, Transcos merchant gas sales had no impact on its operating
income or results of operations. For a discussion of a settlement with the
Federal Energy Regulatory Commission (FERC) affecting Transcos jurisdictional
merchant gas sales, see Note 2. Contingent Liabilities and Commitments.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates. Estimates and assumptions which, in the opinion of management,
are significant to the underlying amounts included in the financial statements
and for which it would be reasonably possible that future events or information
could change those estimates include: 1) revenues subject to refund; 2)
litigation-related contingencies; 3) environmental remediation obligations; and
4) impairment assessments of long-lived assets.

Transcos Board of Directors declared cash dividends on common stock in
the amounts of $85 million on March 31, 2003, $70 million on June 30, 2003 and
$50 million on September 30, 2003.

Comprehensive income for the three and nine months ended September 30,
2003 and 2002, respectively, are as follows (in thousands):

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|                                                                 |  |                     |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|---------------------------------------------------------------- |  | ------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  | - | ------- |  |  | - | ------- | -
|                                                                 |  | Three Months        |        | Nine Months        
|                                                                 |  | Ended September 30, |        | Ended September 30,
|                                                                 |  |                     |        |                    
|                                                                 |  | 2003                |        | 2002                |  | 2003 |        | 2002
|                                                                 |  |                     |        |                     |  |      |        |     
|Net income                                                       |  | $                   | 47,322 |                     |  | $    | 54,626 |      |  | $ | 150,106 |  |  | $ | 130,924 |  
|Equity interest in
unrealized gain/(loss) on
interest rate hedge |  |                     | 343    |                     |  |      | (771   | )    |  |   | 290     |  |  |   | (1,089  | )
|                                                                 |  |                     |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|Total comprehensive income                                       |  | $                   | 47,665 |                     |  | $    | 53,855 |      |  | $ | 150,396 |  |  | $ | 129,835 |  
|                                                                 |  |                     |        |                     |  |      |        |      |  |   |         |  |  |   |         |  

Change in accounting policyEffective January 1, 2003, Williams and its
subsidiaries, including Transco, adopted Statement of Financial Accounting
Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. The
statement requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made, and that the associated asset retirement
costs be capitalized as part of the carrying amount of the long-lived asset.
As required by the new rules, Transco recorded liabilities equal to the present
value of expected future asset retirement obligations at January 1, 2003. The
obligations relate to offshore transmission platforms. At the end of the
useful life of each respective asset, Transco is legally obligated to dismantle
offshore transmission platforms. The liabilities are partially offset by
increases in net assets, net of accumulated depreciation, recorded as if the
provisions of the statement had been in effect at the date the obligation was
incurred. As a result of the adoption of SFAS No. 143, Transco recorded a
long-term liability of $10.8 million and property, plant and equipment, net of
accumulated depreciation, of $1.1 million. Transco also recorded a $9.7
million regulatory asset for the cumulative effect of adopting SFAS No. 143,
which is expected to be recovered through regulated rates. Transco has not
recorded asset retirement liabilities for pipeline transmission assets and gas
gathering systems. A reasonable estimate of the fair value of the retirement
obligations for these assets cannot be made as the remaining life of these
assets is not currently determinable. Had SFAS No. 143 been adopted at the
beginning of 2002, the impact to Transcos operating income and net income
would have been immaterial.

Recent accounting standardsIn January 2003, the Financial Accounting
Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable
Interest Entities. The Interpretation defines a variable interest entity (VIE)
as an entity in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The investments or other interests that will absorb
portions of the VIEs expected losses if they occur or receive portions of the
VIEs expected residual returns if they occur are called variable interests.
Variable interests may include, but are not limited to, equity interests, debt
instruments, beneficial interests, derivative instruments and guarantees. The
Interpretation requires an entity to consolidate a VIE if that entity will
absorb a majority of the VIEs expected losses if they occur, receive a
majority of the VIEs expected residual returns if they occur, or both. If no
party will absorb a majority of the expected losses or expected residual
returns, no party will consolidate the VIE. The Interpretation also requires
disclosure of significant variable interests in unconsolidated VIEs. The
Interpretation is effective for all new VIEs created or acquired after January
31, 2003. For VIEs created or acquired prior to February 1, 2003, the
provisions of the Interpretation were initially to be effective for the first
interim or annual period beginning after June 15, 2003. However, in October
2003, the FASB delayed the effective date of the Interpretation on the entities
to the first period beginning after December 15, 2003. Transco does not have
any VIEs as defined by the Interpretation.

Certain reclassifications have been made in the 2002 financial statements
to conform to the 2003 presentation.

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2. CONTINGENT LIABILITIES AND COMMITMENTS

Rate and Regulatory Matters

FERC settlementOn December 11, 2002, the FERC staff informed Transco of a
number of issues the FERC staff identified during the course of a formal,
nonpublic investigation into the relationship between Transco and its marketing
affiliate, WPC. The FERC staff asserted that WPC personnel had access to
Transco data bases and other information, and that Transco had failed to
accurately post certain information on its electronic bulletin board.
Williams, Transco and WPC did not agree with all of the FERC staffs
allegations and furthermore believe that WPC did not profit from the alleged
activities. Nevertheless, in order to avoid protracted litigation, on March 13,
2003, Williams, Transco and WPC executed a settlement of this matter with the
FERC staff. An order approving the settlement was issued by the FERC on March
17, 2003. No requests for rehearing of the March 17, 2003 order were filed;
therefore, the order became final on April 16, 2003. Pursuant to the terms of
the settlement agreement, Transco will pay a civil penalty in the amount of $20
million, beginning with a payment of $4 million within thirty (30) days of the
date the FERC order approving the settlement became final. The first payment
was made on May 16, 2003, and the subsequent $4 million payments are due on or
before the first, second, third and fourth anniversaries of the first payment.
Transco recorded a charge to income and established a liability of $17 million
in the fourth quarter of 2002 on a discounted basis to reflect the future

payments to be made over the next four years. In addition, Transco has
provided notice to its merchant sales service customers that it will be
terminating such services when it is able to do so under the terms of any
applicable contracts and FERC certificates authorizing such services. Most of
these sales are made through a Firm Sales (FS) program, and under this program
Transco must provide two-year advance notice of termination. Therefore,
Transco notified the FS customers of its intention to terminate the FS service
effective April 1, 2005. Through an agency agreement, WPC receives all margins
associated with jurisdictional merchant gas sales business and, as Transcos
agent, assumes all market and credit risk associated with Transcos
jurisdictional merchant gas sales. Consequently, Transcos merchant gas sales
service has no impact on Transcos operating income or results of operations
and, therefore, the anticipated termination of such service, pursuant to the
terms of the FERC settlement discussed above, will have no impact on Transcos
operating income or results of operations. As part of the settlement, WPC has
agreed, subject to certain exceptions, that it will not enter into new
transportation agreements that would increase the transportation capacity it
holds on certain affiliated interstate gas pipelines, including Transco.
Finally, Transco and certain affiliates have agreed to the terms of a
compliance plan designed to ensure future compliance with the provisions of the
settlement agreement and the FERCs rules governing the relationship of Transco
and WPC.

General rate case (Docket No. RP01-245)On March 1, 2001, Transco
submitted to the FERC a general rate filing principally designed to recover
costs associated with an increase in rate base resulting from additional plant,
an increase in rate of return and related taxes, and an increase in operation
and maintenance expenses. The filing reflected an annual cost of service
increase of approximately $227 million over the cost of service underlying the
rates reflected in the settlement of Transcos Docket No. RP97-71 rate
proceeding, as subsequently adjusted pursuant to the terms of that settlement
and FERC orders resolving issues reserved by the settlement for FERC decision.
The filing also reflected certain changes to Transcos tariff, cost allocation
and rate design methods, including, among other things, the roll-in of
Transcos Mobile Bay expansion project, and a pro forma proposal to roll-in the
costs of Transcos SunBelt, Pocono and Cherokee expansion projects.

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On March 28, 2001, the FERC issued an order accepting and suspending
Transcos March 1, 2001 general rate filing to be effective September 1, 2001,
subject to refund and the outcome of a hearing.

On April 12, 2002, Transco filed a Stipulation and Agreement (Settlement)
for approval by the FERC, which resolves all cost of service, throughput and
throughput mix issues, with the exception of one cost of service issue related
to the valuation of certain right-of-way access for the installation of a fiber
optic system by a then Transco affiliate, the resolution of which is to be
applied prospectively. Issues not resolved by the Settlement are reserved for
litigation or further settlement. Such issues include various cost allocation,
rate design and tariff matters, and the cost of service issue described above.
Pursuant to the terms of the Settlement, the resolution of those issues will be
made effective prospectively, with the exception of the issue of whether the
costs of Transcos Mobile Bay expansion project should be rolled into Transcos
system rates or recovered from the Mobile Bay expansion shipper on an
incremental basis. The parties have reserved the right to argue whether the
resolution of the Mobile Bay issue should be made effective either
prospectively or retroactive to September 1, 2001. Transcos rates effective
September 1, 2001 are based on the roll-in of the costs of the Mobile Bay
expansion project. On July 23, 2002, the FERC issued an order approving the
Settlement as in the public interest, and the Settlement became effective on
October 1, 2002. In the third quarter of 2002, as a result of the FERCs
approval of the Settlement, Transco recorded additional revenues of $28
million, reduced depreciation expense by $3 million, reversed interest expense
of $0.5 million, and reduced its estimated reserve for rate refunds by $24.5
million. Rate refunds required under the Settlement totaling approximately $140
million, including interest, were paid in late November 2002. Transco
previously provided a reserve for the refunds.

On December 3, 2002, an Administrative Law Judge (ALJ) issued his initial
decision on the issues not resolved by the Settlement. In the initial
decision, the ALJ determined that (1) no change to Transcos tariff right of
first refusal provisions is required, (2) Transco should not be required to
convert certain of its Part 157 bundled storage services to Part 284 services,
(3) Transco must modify certain of its tariff scheduling procedures for
shippers taking released capacity, (4) Transcos existing Rate Schedule GSS
bundled storage service is just and reasonable, (5) Transcos recovery of the
costs of its Mobile Bay expansion project on a rolled-in basis is unjust and
unreasonable, (6) Transcos proposal to roll-in the costs of its Cherokee,
Pocono and SunBelt projects is unjust and unreasonable, (7) Transco must modify
its tariff to establish incremental fuel and electric power charges for its
Mobile Bay expansion, Cherokee and SouthCoast projects, (8) Transcos current
allocation of storage costs to its transportation services is just and
reasonable subject to Transco including a portion of its Rate Schedule LNG
storage costs in that allocation, (9) Transco must unbundle its Emergency
Eminence Storage withdrawal service, (10) Transcos pooling point in its Rate
Zone 4 is unjust and unreasonable and Transco must adopt a paper pooling
method for that zone, (11) Transco must revise its method for the allocation of
operation and maintenance and administrative and general costs to incremental
projects, (12) Transco must revise its method for the allocation of
administrative and general costs to LNG services and (13) Transcos existing
treatment of the arrangement with its former affiliate relating to right of way
is just and reasonable. As stated above, pursuant to the terms of the
Settlement, the resolution of all of those issues are effective prospectively,
with the exception of the issue of the roll-in of the costs of Transcos Mobile
Bay expansion project, the resolution of which the parties have reserved the
right to argue should be made effective either prospectively or retroactive to
September 1, 2001. As to that issue, the ALJ determined that Transco has the
burden of establishing that roll-in of that project is just and reasonable, but
did not address the issue of any potential refunds. Transcos rates effective
September 1, 2001 are based on the roll-in of the Mobile Bay expansion project.
The ALJs initial decision is subject to review by the FERC.

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General rate case (Docket No. RP97-71)On November 1, 1996, Transco
submitted to the FERC a general rate case filing principally designed to
recover costs associated with increased capital expenditures. These increased
capital expenditures primarily relate to system reliability, integrity and
Clean Air Act compliance.

When stated on a comparable basis, the rates Transco placed into effect on
May 1, 1997, subject to refund, represented an annual cost of service increase
of approximately $47 million over the cost of service underlying the rates
contained in the settlement of Transcos last general rate filing (Docket No.
RP95-197).

The filing also included (1) a pro-forma proposal to roll-in the costs of
Transcos Leidy Line and Southern expansion incremental projects and (2) a
pro-forma proposal to make interruptible transportation (IT) backhaul rates
equal to the IT forward haul rates.

On November 29, 1996, the FERC issued an order accepting Transcos filing,
suspending its effectiveness until May 2, 1997 (subsequently revised, on
rehearing, to May 1, 1997) and establishing a hearing to examine the
reasonableness of Transcos proposed rates. In addition, the order consolidated
Transcos pro forma roll-in proposal with the Phase II hearing in Docket No.
RP95-197. All issues in this proceeding have been resolved through settlement
or litigation, with the exception of the roll-in issue consolidated with Docket
No. RP95-197, which is discussed below, and one issue remanded to the FERC by
the United States Court of Appeals for the District of Columbia Circuit (D.C.
Circuit Court) relating to the rate paid by a shipper under its firm
transportation contract. As to the issue remanded to the FERC by the D.C.
Circuit, on April 14, 2003, the shipper filed a motion with the FERC requesting
expedited action on the remanded issue. The shipper requests that the FERC
reinstate its discounted transportation rate under the firm transportation
contract effective on June 1, 2003 or as soon as possible thereafter, that
Transco be directed to make refunds of amounts collected from the shipper in
excess of the discounted rate since February 1, 2001, with interest, and that
Transco be authorized to make billing adjustments to recover the cost of the
refunds from Transcos other shippers. The shippers request is pending before
the FERC.

General rate case (Docket No. RP95-197)On March 1, 1995, Transco filed
with the FERC a general rate case that proposed changes in the rates for
Transcos transportation, sales and storage service rate schedules effective
April 1, 1995. On March 31, 1995, the FERC issued an order on Transcos filing,
which accepted and suspended the tariff sheets relating to Transcos rates, to
be effective September 1, 1995, subject to refund, and established hearing
procedures. Through settlement and litigation, all issues in this proceeding
have been resolved, except certain cost allocation and rate design issues
discussed below.

A hearing concerning the cost allocation and rate design issues not
resolved by settlement concluded in November 1996. A supplemental hearing to
consider Transcos roll-in proposal filed in Docket No. RP97-71 was completed
in June 1997. On March 24, 1998, the ALJ issued an initial decision on all of
these issues. As to the main issue addressed in the decision, rolled-in
pricing, the ALJ determined that Transcos existing incremental rate treatment
must remain in effect. On April 16, 1999, the FERC issued an order reversing
the ALJ, concluding that Transco had demonstrated that its proposed rolled-in
rate treatment was just and reasonable. As a result, the FERC remanded to the
ALJ issues regarding the implementation of Transcos roll-in proposal. Several
parties filed requests for rehearing of the FERCs April 16, 1999 order, and on
March 28, 2001, the FERC issued an order denying those requests for rehearing.
On April 27, 2001, several parties filed a request for rehearing of the March
28, 2001 order, and on June 13, 2001, the FERC denied that request for
rehearing. On August 10, 2001, several parties filed a petition for review in
the D.C. Circuit Court of the FERCs April 16, 1999, March 28, 2001 and June
13, 2001 orders, and on January 17, 2003, the D.C. Circuit Court entered its
judgment denying that petition for review. On March 3, 2003, the parties

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filed
a petition for rehearing en banc (by all of the judges on the court) of the
D.C. Circuit Courts judgment denying their petition for review, and on March
18, 2003, the D.C. Circuit Court denied that petition for rehearing.

On April 4, 2000, the ALJ issued an initial decision on the remanded
issues relating to the implementation of Transcos roll-in proposal. The ALJ
ruled in favor of Transcos positions, with the exception of one of Transcos
proposed cost allocation changes and a requirement that the roll-in of the
costs of the incremental projects into Transcos system rates be phased in over
a three-year period. On October 12, 2001 the FERC issued an order on the ALJs
April 4, 2000 initial decision which generally upholds the decision, with the
exception of the ALJs approval of a change in the allocation of costs to a
Transco storage service and the ALJs decision to phase the roll-in of the
costs of the incremental projects into Transcos system rates. The FERC
determined that Transco must retain its existing method of allocating costs to
the storage service, and that it is not necessary to phase the roll-in of the
costs. On November 13, 2001, Transco and certain other parties each filed
requests for rehearing of the FERCs October 12, 2001 order. On April 1, 2002,
the FERC issued an order denying the requests for rehearing of the FERCs
October 12, 2001 order. On August 30, 2002, Transco filed to implement, among
other things, the FERCs decision on the roll-in of the costs of the
incremental Leidy Line and Southern expansion projects. On September 30, 2002,
the FERC issued an order that, as to roll-in, accepts Transcos filing, subject
to refund, a compliance filing and certain conditions, to be effective October
1, 2002. On December 12, 2002, the FERC issued an order accepting Transcos
compliance filing effective October 1, 2002. On January 13, 2003, certain
parties filed for rehearing of the FERCs December 12, 2002 order, arguing that
Transco improperly reallocated certain storage costs in implementing the
roll-in.

Production area rate design (Docket Nos. RP92-137 and RP93-136)Transco
has expressed to the FERC concerns that inconsistent treatment under Order 636
of Transco and its competitor pipelines with regard to rate design and cost
allocation issues in the production area may result in rates which could make
Transco less competitive, both in terms of production-area and long-haul
transportation. A hearing before an ALJ (Docket Nos. RP92-137 and RP93-136),
dealing with, among other things, Transcos production-area rate design,
concluded in June 1994. On July 19, 1995, the ALJ issued an initial decision
finding that Transcos proposed production area rate design, and its existing
use of a system wide cost of service and allocation of firm capacity in the
production area are unjust and unreasonable. The ALJ therefore recommended that
Transco divide its costs between its production area and market area, and
permit its customers to renominate their firm entitlements.

On July 3, 1996, the FERC issued an order on review of the ALJs initial
decision concerning, among other things, Transcos production area rate design.
The FERC rejected the ALJs recommendations that Transco divide its costs
between its production area and market area, and permit its customers to
renominate their firm entitlements. The FERC also concluded that Transco may
offer firm service on its supply laterals through an open season and eliminate
its IT feeder service in favor of an interruptible service option that does not
afford shippers feeding firm transportation on Transcos production area
mainline a priority over other interruptible transportation. On December 18,
1996, the FERC denied rehearing of its July 3, 1996 Order. Several parties,
including Transco, filed petitions for review in the D.C. Circuit Court of the
FERCs orders addressing production area rate design issues. Transco
subsequently withdrew its appeal. On March 24, 2000, the D.C. Circuit Court
issued its opinion in the remaining appeal. The court determined that the FERC
failed to adequately explain its decision to reject Transcos production area
rate design proposal for its supply laterals, and remanded the case back to the
FERC for further action. In response to an order issued by the FERC on July 31,
2000, the parties submitted briefs on the issues in order to assist the FERC in
determining how best to proceed in this case. On May 31, 2001, the FERC issued
its order on remand,

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addressing the issues briefed by the parties. The FERC held that Transcos
firm-to-the-wellhead proposal would abrogate shipper contracts in a manner
not authorized by those contracts, and therefore rejected the proposal. As a
result, Transcos current production area rate design and service structure
remains in effect. Transco and other parties each filed a request for rehearing
of the FERCs order, and on July 27, 2001, the FERC denied those requests.
Several parties, including Transco, filed petitions for review in the D.C.
Circuit Court of the FERCs May 31 and July 27, 2001 orders. On January 17,
2003, the D.C. Circuit Court entered its judgment on the petitions for review
and remanded the case back to the FERC for further action, finding that the
FERC had failed to adequately support its findings in rejecting Transcos
firm-to-the-wellhead proposal. On July 30, 2003, the FERC issued an order on
remand in response to the D.C. Circuit Courts January 17, 2003 judgment, and
reaffirmed its prior rejection of Transcos firm-to-the-wellhead proposal.
Several parties, including Transco, filed requests for rehearing of the FERCs
July 30, 2003 order, which are pending before the FERC.

Gathering facilities spin-down order (Docket Nos. CP96-206-000 and
CP96-207-000)In February 1996, Transco filed an application with the FERC for
an order authorizing the abandonment of certain facilities located onshore and
offshore in Texas, Louisiana and Mississippi by conveyance to Williams Gas
Processing - Gulf Coast Company (Gas Processing), an affiliate of Transco. The
net book value recorded by Transco at September 30, 2003 of the facilities was
approximately $368 million. Concurrently, Gas Processing filed a petition for
declaratory order requesting a determination that its gathering services and
rates be exempt from FERC regulation under the NGA. On September 25, 1996, the
FERC issued an order dismissing Transcos application and Gas Processings
petition for declaratory order. On October 25, 1996, Transco and Gas Processing
filed a joint request for rehearing of the FERCs September 25 order, and in
August 1997, filed a request that rehearing be expedited. On June 14, 2001, the
FERC issued an order that denied the request for rehearing filed by Transco and
Gas Processing. Certain parties, including Transco, filed petitions for review
of the FERCs orders in the D.C. Circuit Court. On June 20, 2003, the D.C.
Circuit Court issued its opinion denying the petitions for review of the FERCs
orders, including Transcos, and finding that the FERCs determinations
regarding the gathering status of the facilities under the NGA were reasonable.
On August 4, 2003, Transco and Gas Processing filed a joint petition for
rehearing and suggestion for rehearing en banc of the D.C. Circuit Courts June
20, 2003 opinion, which petition for rehearing was denied by the D.C. Circuit
on August 22, 2003. Several parties have petitioned the United States Supreme
Court for review of the D.C. Circuits June 20, 2003 opinion.

While the proceedings related to the February 1996 application were
pending, Transco filed with the FERC the four applications described below
seeking authorization to abandon portions of the facilities included in the
February 1996 application.

North Padre Island/Central Texas Systems Spin-down Proceeding (Docket Nos.
CP01-32 and CP01-34)In November 2000, Transco filed an application with the
FERC seeking authorization to abandon certain of Transcos offshore Texas
facilities by conveyance to Gas Processing. Gas Processing filed a
contemporaneous request that the FERC declare that the facilities sought to be
abandoned would be considered nonjurisdictional gathering facilities upon
transfer to Gas Processing. On July 25, 2001, the FERC approved the abandonment
and the non-jurisdictional treatment of all the facilities requested in the
applications of Transco and Gas Processing. Effective December 1, 2001, a
portion of the applicable facilities was spun down by Transco through a
non-cash dividend of $3.3 million, which represents the net book value of the
facilities as of that date. At September 30, 2003, the net book value of the
facilities remaining to be spun down in this proceeding was approximately $68
million including the Williams purchase price allocation pushed down to
Transco. The transfer of these facilities will not have a material impact on
Transcos results of operations and financial position. Parties have filed
petitions for review of

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the FERCs July 25, 2001 order to the D.C. Circuit Court which were consolidated
with the appeals of the FERCs orders in CP96-206 and CP96-207, discussed
above, and which were denied by the D.C. Circuit Court in its opinion issued on
June 20, 2003. On November 30, 2001, Shell Offshore, Inc. filed a complaint at
the FERC against Gas Processing, Williams Field Services Company (WFS) and
Transco alleging concerted actions by these affiliates frustrating the FERCs
regulation of Transco. The alleged actions are related to offers of gathering
service by WFS and its subsidiaries with respect to the North Padre Island
facilities. By order of the FERC, the matter was heard before an ALJ in April
2002. On June 4, 2002, the ALJ issued an initial decision finding that the
affiliates acted in concert to frustrate the FERCs regulation of Transco and
recommending that the FERC reassert jurisdiction over the North Padre Island
gathering system. Transco, Gas Processing and WFS believe their actions were
reasonable and lawful and submitted briefs taking exceptions to the initial
decision. On September 5, 2002, the FERC issued an order reasserting
jurisdiction over that portion of the North Padre Island facilities previously
transferred to WFS. The FERC also determined an unbundled gathering rate for
service on these facilities, which is to be collected by Transco. Transco, Gas
Processing and WFS each sought rehearing of the FERCs order, and on May 15,
2003, the FERC denied those requests for rehearing. Transco, Gas Processing
and WFS have filed petitions for review of the FERCs orders with the D.C.
Circuit Court, which were consolidated by the Court. With regard to the
approval of the spin-down of the Central Texas facilities, a Transco customer
filed a complaint with the FERC in Docket No. RP02-309 seeking the revocation
of the FERCs spin-down approval. On September 5, 2002, the FERC issued an
order requiring that, upon transfer of the Central Texas facilities, Transco
acquire capacity on the transferred facilities and provide service to the
existing customer under the original terms and conditions of service. Transco
sought rehearing of the FERCs September 5, 2002 order, and on May 15, 2003,
the FERC issued an order denying Transcos request for rehearing and clarifying
the September 5, 2002 order. The FERC also required that Transco notify the
FERC of Transcos plans with regard to the transfer of the Central Texas
facilities to Gas Processing. Transco filed a notification on June 16, 2003,
stating that due to the numerous outstanding issues affecting the transfer of
those facilities, Transco could not at that time predict the timing for the
implementation of the transfer of the Central Texas facilities. On September
29, 2003, the FERC issued an order finding that Transcos June 16, 2003
notification complies with the May 15, 2003 order. Transco also filed a request
for rehearing of the FERCs May 15, 2003 order, and has filed a petition for
review of the FERCs orders with the D.C. Circuit Court. The transfer of these
facilities has not been implemented.

North High Island/West Cameron Systems Spin-down Proceeding (Docket Nos.
CP01-103 and CP01-104)In March 2001, Transco filed an application with the
FERC seeking authorization to abandon certain of Transcos offshore Texas and
offshore and onshore Louisiana facilities by conveyance to Gas Processing. Gas
Processing filed a contemporaneous request that the FERC declare that the
facilities sought to be abandoned would be considered nonjurisdictional
gathering facilities upon transfer to Gas Processing. On July 25, 2001, the
FERC approved the abandonment and the non-jurisdictional treatment of a portion
of the facilities requested in the applications of Transco and Gas Processing.
On August 24, 2001, Transco and Gas Processing filed a Request for Rehearing
and Limited Stay, and on December 19, 2001, the FERC issued an Order on
Rehearing denying the requests to reclassify the remaining facilities as
non-jurisdictional gathering. Certain parties, including Transco, filed
petitions for review of the July 25 and December 19, 2001 orders with the D.C.
Circuit Court. These appeals were consolidated with the appeals of the FERCs
orders in CP96-206 and CP96-207, discussed above, and were denied by the D.C.
Circuit Court in its opinion issued on June 20, 2003. The transfer of these
facilities has not been implemented.

Central Louisiana System Spin-down Proceeding (Docket Nos. CP01-368 and
CP01-369)In May 2001, Transco filed an application with the FERC seeking
authorization to abandon certain of Transcos offshore and onshore Louisiana
facilities by conveyance to Gas Processing. Gas Processing filed a

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contemporaneous request that the FERC declare that the facilities sought to be
abandoned would be considered nonjurisdictional gathering facilities upon
transfer to Gas Processing. On August 31, 2001, the FERC approved the
abandonment and the non-jurisdictional treatment of a portion of the facilities
requested in the applications of Transco and Gas Processing. On October 1,
2001, Transco and Gas Processing filed a Request for Rehearing and Limited
Stay, and on December 19, 2001, the FERC issued an Order on Rehearing denying
the request to reclassify the remaining facilities as non-jurisdictional
gathering. Certain parties, including Transco, filed petitions for review of
the August 31 and December 19, 2001 orders with the D.C. Circuit Court. These
appeals were consolidated with the appeals of the FERCs orders in CP96-206 and
CP96-207, discussed above, and were denied by the D.C. Circuit Court in its
opinion issued on June 20, 2003. The transfer of these facilities has not been
implemented.

The net book value, at the application date, of the North High Island/West
Cameron and Central Louisiana facilities included in these two applications was
approximately $65 million including the Williams purchase price allocation
pushed down to Transco. The transfer of these facilities will not have a
material impact on Transcos results of operations and financial position.

South Texas Pipeline Facilities Abandonment Proceeding (Docket No.
CP02-141)In April 2002, Transco filed an application with the FERC seeking
authorization to abandon certain of Transcos onshore South Texas pipeline
facilities by conveyance to a non-affiliated third party intrastate entity. The
application also requested that the FERC find that, upon abandonment and
conveyance, these facilities would be considered non-jurisdictional intrastate
facilities. The net book value of the South Texas pipeline facilities as of the
date of Transcos FERC application was approximately $32 million, including the
Williams purchase price allocation pushed down to Transco. On January 29, 2003,
the FERC issued an order granting the requested authorizations, subject to the
condition that Transco, after transfer of the facilities to the third party,
acquire capacity on the transferred facilities and provide service to an
existing customer under the original terms and conditions of service. Transco
filed a request for rehearing of the January 29 order, specifically requesting
that the FERC reconsider such condition to the abandonment. In addition, the
Indicated Shippers filed a request for rehearing of the January 29 order,
challenging the FERCs finding that the abandonment is in the public interest.
On May 2, 2003, the FERC issued an order granting the Indicated Shippers
request for rehearing of the January 29 order, thereby denying Transcos
request to abandon the South Texas pipeline facilities by sale to a third
party. On June 25, 2003, Transco and the third party purchaser announced that
they had agreed to terminate the purchase and sale agreement for the
facilities.

1999 Fuel Tracker (Docket No. TM99-6-29)On March 1, 1999, Transco made
its annual filing pursuant to its FERC Gas Tariff to recalculate the fuel
retention percentages applicable to Transcos transportation and storage rate
schedules, to be effective April 1, 1999. Included in the filing were two
adjustments that increased the estimated gas required for operations in prior
periods by approximately 8 billion cubic feet. By letter order dated March 31,
1999, the FERC accepted the filing to be effective April 1, 1999, subject to
refund and to further FERC action.

On February 23, 2000, the FERC issued an order disallowing the major
portions of the adjustments reflected in the March 1, 1999 filing. The FERC
determined that Transcos tariff does not permit those adjustments, and as a
result, the pass through of those prior period adjustments must be determined
on a case by case basis, based on the relative equities involved. Based on its
analysis of the facts in this case, the FERC found in the February 23, 2000
order that the equities weighed against Transco. On March 24, 2000, Transco
filed a request for rehearing of the February 23, 2000 order and on October 30,
2000, the FERC issued an order granting rehearing. The FERC found that its
decision to disallow the adjustments amounted to a penalty that is not
equitable to Transco. The FERC therefore permits Transco to make the
adjustments,

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but requires Transco to collect the revenue associated with the
adjustments over a seven-year period. On November 29, 2000, several of
Transcos customers jointly filed for rehearing of the FERCs October 30 order.
On November 29 and December 29, 2000, Transco filed tariff sheets and
supporting documentation in compliance with the FERCs October 30 order, and
certain parties protested that filing. On May 30, 2001, the FERC issued an
order that denied the joint request for rehearing, and on July 19, 2001,
certain customers filed an appeal of the FERCs October 30 and May 30 orders
with the D.C. Circuit Court. The appeal was dismissed in December 2002. In the
second quarter of 2001, Transco recorded a $15 million reduction in the cost of
natural gas transportation and reduced the related interest expense by $3
million to reflect the regulatory approval to recover the cost of gas required
for operations in prior periods. On October 10, 2002, the FERC issued an order
rejecting Transcos November 29 and December 29, 2000 compliance filings,
finding that Transco had not complied with the October 30 order in seeking to
collect the revenue (including interest) represented by the permitted
adjustments. The FERC determined that its October 30 order permits Transco
only to collect the actual volumes comprising the adjustments, and directed
Transco to file tariff sheets and work papers reflecting the inclusion of the
actual volume (amortized over seven years) of the permitted adjustments in its
recalculated fuel retention percentages effective April 1, 1999. In the third
quarter of 2002, as a result of the FERCs October 10 order, Transco recorded
$3 million of interest expense that had been previously reduced in the second
quarter of 2001. Any adjustment that may be required to the $15 million
reduction in the cost of natural gas transportation recorded in the second
quarter of 2001 is not expected to be significant. On November 12, 2002,
certain customers filed a joint request for rehearing of the FERCs October 10
order asking that the FERC only allow Transco to recover the value of the gas
adjustment (without interest), and not the volume of the adjustment. On
December 9, 2002, Transco submitted its filing to comply with the FERCs
October 10 order, and on December 23, 2002, several parties, including those
that sought rehearing of the October 10 order, filed protests to the December
9, 2002 compliance filing. On October 7, 2003, the FERC issued an order
denying the request for rehearing of its October 10, 2002 order, denying the
protests to Transcos December 9, 2002 compliance filing and accepting that
filing as in compliance with the October 10, 2002 order.

Notice of Proposed Rulemaking (Docket No. RM01-10-000)On September 27,
2001, the FERC issued a Notice of Proposed Rulemaking (NOPR) proposing to adopt
uniform standards of conduct for transmission providers. The proposed rules
define transmission providers as interstate natural gas pipelines and public
utilities that own, operate or control electric transmission facilities. The
proposed standards would regulate the conduct of transmission providers with
their energy affiliates. The FERC proposes to define energy affiliates broadly
to include any transmission provider affiliate that engages in or is involved
in transmission (gas or electric) transactions, or manages or controls
transmission capacity, or buys, sells, trades or administers natural gas or
electric energy or engages in financial transactions relating to the sale or
transmission of natural gas or electricity. Current rules regulate the conduct
of Transco and its natural gas marketing affiliates. The FERC invited
interested parties to comment on the NOPR. On April 25, 2002, the FERC issued
its staff analysis of the NOPR and the comments received. The staff analysis
proposes redefining the definition of energy affiliates to exclude affiliated
transmission providers. On May 21, 2002, the FERC held a public conference
concerning the NOPR and the FERC invited the submission of additional comments.
If adopted, these new standards would require the adoption of new compliance
measures by Transco which could result in increased costs to Transco.

Order Nos. 634 and 634-A, Docket No. RM02-14-000On August 1, 2002, the
FERC issued a NOPR that proposed restrictions on various types of cash
management programs employed by companies in the energy industry such as
Williams and its subsidiaries, including Transco. In addition to stricter
guidelines regarding the accounting for and documentation of cash management or
cash pooling programs, the FERC proposal, if made final, would have precluded
public utilities, natural gas companies and oil pipeline

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companies from participating in such programs unless the parent company and its
FERC-regulated affiliate maintain investment-grade credit ratings and the
FERC-regulated affiliate maintains stockholders equity of at least 30% of
total capitalization. Williams and Transcos current credit ratings are not
investment grade. Transco participated in comments filed in this proceeding on
August 28, 2002 by the Interstate Natural Gas Association of America. On
September 25, 2002, the FERC convened a technical conference to discuss issues
raised in the comments filed by parties in this proceeding. On June 26, 2003,
the FERC issued an Interim Rule (Order No. 634), which replaces the earlier
NOPR on cash management described above. The Interim Rule requires
FERC-regulated entities to have their cash management programs in writing and
to have all such programs specify (i) the duties and responsibilities of
administrators and participants, (ii) the methods for calculating interest and
for allocating interest and expenses, and (iii) restrictions on borrowing from
the programs. The Interim Rule was effective on August 7, 2003. The Interim
Rule also sought industry comment on new reporting requirements that would
require FERC-regulated entities to file their cash management programs with the
FERC and to notify the FERC when their proprietary capital ratio drops below
30% of total capitalization and when it subsequently returns to or exceeds 30%.
On October 23, 2003, the FERC issued its Final Rule (Order No. 634-A), which
adopted the filing and reporting requirements proposed in the Interim Rule,
with certain modifications. Under the Final Rule, a FERC-regulated entity must
file its cash management program with the FERC for informational purposes, and
must compute its proprietary capital ratio quarterly and notify the FERC within
45 days after the end of each calendar quarter if its proprietary capital ratio
drops below or subsequently exceeds 30%.

Legal Proceedings

Royalty claims and litigationIn connection with Transcos renegotiations
with producers to resolve take-or-pay and other contract claims and to amend
gas purchase contracts, Transco entered into certain settlements which may
require the indemnification by Transco of certain claims for additional
royalties which the producers may be required to pay as a result of such
settlements. Transco, through its agent WPC, continues to purchase gas under
contracts which extend, in some cases, through the life of the associated gas
reserves. Certain of these contracts contain royalty indemnification
provisions, which have no carrying value. Transco has been made aware of
demands on producers for additional royalties and such producers may receive
other demands which could result in claims against Transco pursuant to royalty
indemnification provisions. Indemnification for royalties will depend on, among
other things, the specific lease provisions between the producer and the lessor
and the terms of the agreement between the producer and Transco. Consequently,
the potential maximum future payments under such indemnification provisions
cannot be determined.

Transco was notified by Freeport-McMoRan, Inc. (FMP) in February 1995,
that pursuant to a settlement with the Mineral Management Service (MMS) of the
MMS claim for royalties due under gas contracts between Transco and FMP which
had been modified pursuant to settlement agreements made in 1986 and 1989, FMP
was asserting a claim for indemnification of approximately $6 million,
including interest, under the excess royalty provisions of those settlement
agreements. On or about March 30, 1995, FMP filed a petition for specific
performance seeking recovery against Transco for the sums claimed under the
settlement agreements. In May 1998, FMP filed a motion for summary judgment
which Transco opposed. In September 1998, the court granted FMPs motion
finding that at least a portion of FMPs payment to the MMS was subject to
indemnification. Transco appealed the courts ruling, and in March 2000, the
appellate court reversed the trial court and remanded the case for trial, which
began in July 2003. At the conclusion of the trial on July 11, 2003, the judge
ruled from the bench in Transcos favor and subsequently entered a formal
judgment reflecting his bench ruling. FMP is seeking an appeal. FMPs claim,
including interest calculated through September 30, 2003, is approximately $10
million.

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In August 1996, royalty owners in certain gas wells in Brooks County,
Texas, filed a lawsuit against parties producing gas from the wells, claiming
$50 million in damages for incorrectly calculated royalties since 1985. Transco
purchased gas from the wells and was also named as a defendant. In July 2000,
the lawsuit was settled. The settlement amount was funded by the defendants in
proportion to their respective working interests in the wells. Since Transco
never owned a working interest in any of the wells, it had no obligation to
participate in the funding of the settlement amount. However, in August 2000,
one defendant working-interest owner, Mobil, made a claim in the amount of $6.7
million against Transco for reimbursement of its settlement contribution and
associated legal defense costs on the basis that such amount represented excess
royalty payments under a gas purchase contract it had with Transco. In
September 2001, Transco was informed that Mobil filed on August 30, 2000, but
did not serve, a lawsuit against Transco seeking reimbursement for the payment
made by Mobil to settle the litigation and one-half of the costs and expenses
it incurred in defense of the litigation. Transco accepted service of the
lawsuit on September 26, 2001. Mobils claim, including interest calculated
through September 30, 2003, is approximately $8 million. Transco and Mobil have
reached an agreement in principle to settle this case subject to the
negotiation of a formal settlement agreement.

In 1998, the United States Department of Justice (DOJ) informed Williams
that Jack Grynberg, an individual, had filed claims in the United States
District Court for the District of Colorado under the False Claims Act against
Williams and certain of its wholly-owned subsidiaries including Transco. Mr.
Grynberg has also filed claims against approximately 300 other energy companies
and alleges that the defendants violated the False Claims Act in connection
with the measurement, royalty valuation and purchase of hydrocarbons. The
relief sought is an unspecified amount of royalties allegedly not paid to the
federal government, treble damages, a civil penalty, attorneys fees, and
costs. On April 9, 1999, the DOJ announced that it was declining to intervene
in any of the Grynberg qui tam cases; including the action filed against the
Williams entities in the United States District Court for the District of
Colorado. On October 21, 1999, the Panel on Multi-District Litigation
transferred all of the Grynberg qui tam cases, including those filed against
Williams, to the United States District Court for the District of Wyoming for
pre-trial purposes. On October 9, 2002, the court granted a motion to dismiss
Grynbergs royalty valuation claims. Grynbergs measurement claims remain
pending against Williams and the other defendants.

On June 8, 2001, fourteen Williams entities, including Transco, were named
as defendants in a nationwide class action lawsuit which has been pending
against other defendants, generally pipeline and gathering companies, for more
than one year. The plaintiffs allege that the defendants, including the
Williams defendants, have engaged in mismeasurement techniques that distort the
heating content of natural gas, resulting in an alleged underpayment of
royalties to the class of producer plaintiffs. On September 17, 2002 the
plaintiffs filed a motion for class certification. The Williams entities joined
with other defendants in contesting certification of the class. On April 10,
2003, the court denied plaintiffs motion for class certification. The motion
to dismiss for lack of personal jurisdiction remains pending. On May 13, 2003,
plaintiffs filed a motion for leave to file 4th Amended Petition. On July 29,
2003, the Court granted plaintiffs motion to file the 4th Amended Petition.
All pipeline defendants, including Transco, are removed from the case by virtue
of the 4th Amended Petition, although a formal dismissal was not filed.

Environmental Matters

Transco is subject to extensive federal, state and local environmental
laws and regulations which affect Transcos operations related to the
construction and operation of its pipeline facilities. Appropriate governmental
authorities may enforce these laws and regulations with a variety of civil and
criminal enforcement measures, including monetary penalties, assessment and
remediation requirements and

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injunctions as to future compliance. Transcos use and disposal of hazardous
materials are subject to the requirements of the federal Toxic Substances
Control Act (TSCA), the federal Resource Conservation and Recovery Act (RCRA)
and comparable state statutes. The Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA), also known as Superfund, imposes
liability, without regard to fault or the legality of the original act, for
release of a hazardous substance into the environment. Because these laws and
regulations change from time to time, practices that have been acceptable to
the industry and to the regulators have to be changed and assessment and
monitoring have to be undertaken to determine whether those practices have
damaged the environment and whether remediation is required. Since 1989,
Transco has had studies underway to test certain of its facilities for the
presence of toxic and hazardous substances to determine to what extent, if any,
remediation may be necessary. On the basis of the findings to date, Transco
estimates that environmental assessment and remediation costs that will be
incurred over the next five years under TSCA, RCRA, CERCLA and comparable state
statutes will total approximately $29 million to $32 million, measured on an
undiscounted basis. This estimate depends upon a number of assumptions
concerning the scope of remediation that will be required at certain locations
and the cost of remedial measures to be undertaken. Transco is continuing to
conduct environmental assessments and is implementing a variety of remedial
measures that may result in increases or decreases in the total estimated
costs. At September 30, 2003, Transco had a balance of approximately $29
million for these estimated costs recorded in current liabilities ($3 million)
and other long-term liabilities ($26 million) in the accompanying Condensed
Consolidated Balance Sheet.

Transco considers environmental assessment and remediation costs and costs
associated with compliance with environmental standards to be recoverable
through rates, since they are prudent costs incurred in the ordinary course of
business. To date, Transco has been permitted recovery of environmental costs
incurred, and it is Transcos intent to continue seeking recovery of such
costs, as incurred, through rate filings. Therefore, these estimated costs of
environmental assessment and remediation have been recorded as regulatory
assets in current assets and other assets in the accompanying Condensed
Consolidated Balance Sheet.

Transco has used lubricating oils containing polychlorinated biphenyls
(PCBs) and, although the use of such oils was discontinued in the 1970s, has
discovered residual PCB contamination in equipment and soils at certain gas
compressor station sites. Transco has worked closely with the EPA and state
regulatory authorities regarding PCB issues, and has a program to assess and
remediate such conditions where they exist, the costs of which are included in
the $29 million to $32 million range discussed above.

Transco has been identified as a potentially responsible party (PRP) at
various Superfund and state waste disposal sites. Based on present volumetric
estimates and other factors, Transcos estimated aggregate exposure for
remediation of these sites is less than $500,000. The estimated remediation
costs for all such sites have been included in Transcos environmental reserve
discussed above. Liability under CERCLA (and applicable state law) can be joint
and several with other PRPs. Although volumetric allocation is a factor in
assessing liability, it is not necessarily determinative; thus, the ultimate
liability could be substantially greater than the amounts described above.

Transco is also subject to the federal Clean Air Act and to the federal
Clean Air Act Amendments of 1990 (1990 Amendments), which added significantly
to the existing requirements established by the federal Clean Air Act. The 1990
Amendments required that the EPA issue new regulations, mainly related to
stationary sources, air toxics, ozone non-attainment areas and acid rain.
During the last few years Transco has been acquiring all necessary permits and
installing new emission control devices required for new or modified facilities
in areas designated as non-attainment by EPA and is continuing that process.
Transco

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operates facilities in some areas of the country currently designated as
non-attainment and it anticipates that during 2004 the EPA may designate
additional new non-attainment areas which might impact Transcos operations.
Pursuant to non-attainment area requirements of the 1990 Amendments, and
proposed EPA rules designed to mitigate the migration of ground-level ozone
(NOx) in 22 eastern states, Transco is planning installation of air pollution
controls on existing sources at certain facilities in order to reduce NOx
emissions. Transco anticipates that additional facilities may be subject to
increased controls within five years. For many of these facilities, Transco is
developing more cost effective and innovative compressor engine control
designs. Due to the developing nature of federal and state emission
regulations, it is not possible to precisely determine the ultimate emission
control costs. Additionally, the EPA is expected to promulgate additional rules
regarding hazardous air pollutants in 2004, which may impose controls in
addition to the controls described above. The emission control additions
required to comply with current federal Clean Air Act requirements, the 1990
Amendments, the hazardous air pollutant regulations, and the individual state
implementation plans for NOx reductions are estimated to cost in the range of
$280 million to $310 million. This range has recently been reduced by $20
million due to the finalization of the turbine hazardous air pollutant
regulation which will have less impact on Transcos facilities than originally
anticipated. Transco has incurred approximately $29 million of the costs in
this range in 2003, and additional costs may be incurred over the next four
years and will be recorded as additions to property, plant and equipment as the
facilities are added. If the EPA designates additional new non-attainment areas
in 2004, which impact Transcos operations, the cost of additions to property,
plant and equipment is expected to increase. Transco is unable at this time to
estimate with any certainty the cost of additions that may be required to meet
new regulations, although it is believed that some of those costs are included
in the ranges discussed above. Transco considers costs associated with
compliance with the environmental laws and regulations described above to be
prudent costs incurred in the ordinary course of business and, therefore,
recoverable through its rates.

Safety Matters

Proposed Pipeline Integrity RegulationsIn January 2003, the United States
Department of Transportation Office of Pipeline Safety issued a NOPR entitled
Pipeline Integrity Management in High Consequence Areas. The proposed rule
incorporates the requirements of the Pipeline Safety Improvement Act of 2002
that was enacted in December 2002. It would require gas pipeline operators to
develop integrity management programs for transmission pipelines that could
affect high consequence areas in the event of pipeline failure, including a
baseline assessment and periodic reassessments to be completed within specified
timeframes. The final rule is expected to be issued in late 2003. Currently,
Transco estimates that the cost to perform required assessments and repairs
will be approximately between $190 million and $215 million over the 2003 to
2012 period. Developing and implementing the required public education
program, including a process for measuring and evaluating the effectiveness of
safety information distributed to various stakeholder groups, is expected to
cost less than $1 million. These cost estimates may change depending on the
content of the final rule. Transco considers the costs associated with
compliance with the proposed rule to be prudent costs incurred in the ordinary
course of business and, therefore, recoverable through its rates.

Summary

Litigation, arbitration, regulatory matters and environmental matters are
subject to inherent uncertainties. Were an unfavorable ruling to occur, there
exists the possibility of a material adverse impact on the net income of the
period in which the ruling occurs. Management, including internal counsel,
currently believes that the ultimate resolution of the foregoing matters, taken
as a whole and after

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consideration of amounts accrued, insurance coverage, recovery from
customers or other indemnification arrangements, will not have a materially
adverse effect upon Transcos future financial position.

Other Commitments

Commitments for constructionTransco has commitments for construction and
acquisition of property, plant and equipment of approximately $35 million at
September 30, 2003 of which the majority relates to construction materials for
pipeline expansion projects.

3. DEBT AND FINANCING ARRANGEMENTS

On June 6, 2003, Williams entered into a two-year $800 million revolving
credit facility, primarily for the purpose of issuing letters of credit.
Williams, Transco and Northwest Pipeline Corporation, a subsidiary of WGP, have
access to all unborrowed amounts. Cash and/or acceptable government securities
with a market value of at least 105% of the then outstanding aggregate amount
available for drawing under all letters of credit, plus the aggregate amount of
all loans then outstanding must secure the facility. The new credit facility
replaces a $1.1 billion credit line entered into in July 2002 that was
comprised of a $700 million secured revolving credit facility and a $400
million secured letter of credit facility. The previous agreements were
secured by substantially all of Williams midstream assets. The new agreement
releases these assets as collateral. The interest rate on the new agreement is
variable at the London Interbank Offered Rate (LIBOR) plus 0.75%. At September
30, 2003, letters of credit totaling $422 million have been issued by the
participating financial institutions under this facility and no revolving
credit loans were outstanding. At September 30, 2003, the amount of restricted
investments securing this facility was $443.7 million, which collateralized the
facility at 105.14%.

4. STOCK-BASED COMPENSATION

Employee stock-based awards are accounted for under Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and
related interpretations. Williams fixed-plan common stock options generally do
not result in compensation expense because the exercise price of the stock
options equals the market price of the underlying stock on the date of grant.
The following table illustrates the effect on Transcos net income if Transco
had applied the fair value recognition provisions of SFAS No. 123,Accounting
for Stock-Based Compensation.

|                                                                                                                                       |  |                       |        |                       |  |      |        |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ------ | --------------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                       |  | Three Months          |        | Nine Months          
|                                                                                                                                       |  | Ended September 30,   |        | Ended September 30,  
|                                                                                                                                       |  |                       |        |                      
|                                                                                                                                       |  | 2003                  |        | 2002                  |  | 2003 |        | 2002
|                                                                                                                                       |  |                       |        |                       |  |      |        |     
|                                                                                                                                       |  | (Thousand of Dollars) |        | (Thousand of Dollars)
|                                                                                                                                       |  |                       |        |                      
|Net income, as reported                                                                                                                |  | $                     | 47,322 |                       |  | $    | 54,626 |      |  | $ | 150,106 |   |  | $ | 130,924 |  
|Add (Deduct): Stock-based
employee
compensation included
in the Condensed
Consolidated Statement
of Income, net of
related tax effects |  |                       |       |                       |  |      | 2      |      |  |   | (55     | ) |  |   | (99     | )
|Deduct: Stock-based
employee compensation
expense determined
under fair value based
method for all awards,
net of related tax
effects  |  |                       | (523   | )                     |  |      | (425   | )    |  |   | (1,499  | ) |  |   | (1,356  | )
|                                                                                                                                       |  |                       |        |                       |  |      |        |      |  |   |         |   |  |   |         |  
|Pro forma net income                                                                                                                   |  | $                     | 46,799 |                       |  | $    | 54,203 |      |  | $ | 148,552 |   |  | $ | 129,469 |  
|                                                                                                                                       |  |                       |        |                       |  |      |        |      |  |   |         |   |  |   |         |  

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Pro forma amounts for 2003 include compensation expense from awards made
in 2003, 2002 and 2001. Pro forma amounts for 2002 include compensation expense
from certain awards made in 1999 and compensation expense from awards made in
2002 and 2001.

Since compensation expense for stock options is recognized over the future
years vesting period for pro forma disclosure purposes and additional awards
are generally made each year, pro forma amounts may not be representative of
future years amounts.

On May 15, 2003, Williams shareholders approved a stock option exchange
program. Under this exchange program, eligible Williams employees were given a
one time opportunity to exchange certain outstanding options for a
proportionately lesser number of options at an exercise price to be determined
at the grant date of the new options. Surrendered options were cancelled June
26, 2003, and replacement options will be granted no earlier than six months
and one day after the cancellation date of each surrendered option. Under APB
25, Transco will not recognize any expense pursuant to the stock option
exchange. However, for purposes of proforma disclosures, Transco will recognize
additional expense related to these new options and the remaining expense on
the cancelled options.




ITEM 2. Managements Narrative Analysis of the Results of Operations.

WILLIAMS RECENT EVENTS

As discussed in Transcos Form 10-K for the year ended December 31, 2002,
events in 2002 and the last half of 2001 significantly impacted Williams
operations, both past and future. On February 20, 2003, Williams outlined its
planned business strategy for the next several years which management believes
to be a comprehensive response to the events which have impacted the energy
sector and Williams. The plan focuses on retaining a strong, but smaller,
portfolio of natural gas businesses and bolstering Williams liquidity through
additional asset sales, strategic levels of financing at the Williams and
subsidiary levels and additional reductions in its operating costs. The plan
is designed to provide Williams with a clear strategy to address near-term and
medium-term liquidity issues and further de-leverage the company with the
objective of returning to investment grade status and developing a balance
sheet capable of supporting retained businesses with favorable returns and
opportunities for growth in the future. As part of this plan,
Williams expects to generate proceeds, net of related debt, of
approximately $4 billion during 2003 and 2004, primarily from asset
sales as well as the contribution of proceeds from the sale and/or
termination of certain contracts within its marketing and trading
portfolio. Through September 30, 2003, Williams received
approximately $3.1 billion in net proceeds from the sale of assets
and businesses and the sale and/or termination of certain marketing
and trading contracts. Of this amount, $2.8 billion was realized from
the sale of assets and businesses. As previously announced, Williams intends to reduce its commitment to its power
business, which may be realized by entering into a joint venture with a third
party or through the sale of a portion or all of the marketing and trading
portfolio. Additionally, through the nine month period ended September 30,
2003, WPC has sold or entered into agreements to terminate certain
contracts for cash proceeds totaling approximately $315 million.

As of September 30, 2003, Williams has notes payable and long-term debt
maturing through the first quarter of 2004 totaling approximately $1.6 billion,
consisting largely of $1.4 billion of Williams senior unsecured 9.25% notes.
In the third quarter of 2003, the Williams Board of Directors authorized
Williams to retire or otherwise prepay up to $1.8 billion of debt, including
$1.4 billion designated for Williams 9.25% notes due March 15, 2004. On
October 7, 2003, Williams announced a cash tender offer for any and all of
these $1.4 billion notes as well as cash tender offers and consent
solicitations for approximately $241 million of additional
outstanding notes and debentures.
Williams will use available cash to fund the purchase of any notes accepted
under the tender offers. As of October 31, 2003, approximately $720 million of
the 9.25% notes had been accepted for purchase. Additionally, Williams
received tenders of notes and deliveries of related consents

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from holders of
approximately $230 million of the other notes. The tender offers are scheduled
to expire on
November 6, 2003. Williams anticipates that cash on hand, proceeds from
additional asset sales and cash flows from retained businesses will enable
Williams to meet its liquidity needs.

General

The following discussion should be read in conjunction with the
consolidated financial statements, notes and managements narrative analysis
contained in Items 7 and 8 of Transcos 2002 Annual Report on Form 10-K and in
Transcos 2003 First and Second Quarter Reports on Form 10-Q and with the
condensed consolidated financial statements and notes contained in this report.

RESULTS OF OPERATIONS

Operating Income and Net Income

Transcos operating income for the nine months ended September 30, 2003
was $283.9 million compared to operating income of $232.6 million for the nine
months ended September 30, 2002. Net income for the nine months ended September
30, 2003 was $150.1 million compared to $130.9 million for the nine months
ended September 30, 2002. The higher operating income of $51.3 million was
primarily the result of higher transportation revenues and lower cost of
natural gas transportation and administrative and general cost as discussed
below. The increase in net income of $19.2 million was attributable to the
increased operating income and other items as discussed below.

Transportation Revenues

Transcos operating revenues related to its transportation services for
the nine months ended September 30, 2003 were $592.9 million, compared to
$553.7 million for the nine months ended September 30, 2002. The higher
transportation revenues of $39.2 million were primarily due to increased demand
revenues of $48.2 million resulting from (1) new expansion projects (Sundance,
Market Link Phase 2 and Momentum Phase 1, placed into service on May 1, 2002,
November 1, 2002 and May 1, 2003, respectively) and (2) approved settlement
rates, implemented pursuant to the Settlement approved on July 23, 2002, to
recover costs associated with increased rate base, rate of return and expenses
contained in Transcos general rate case (Docket No. RP01-245). In addition,
transportation revenues are higher due to an increase of $11.5 million in
commodity revenues and a higher level of reimbursable costs of $7.5 million
that are included in operating expenses and recovered in Transcos rates. The
increases were partially offset by a decrease of $27.9 million associated with
the reversal of rate refund liabilities and other adjustments pursuant to the
settlement of the general rate case in the third quarter of 2002.

As shown in the table below, Transcos total market-area deliveries for
the nine months ended September 30, 2003 decreased 9.3 trillion British Thermal
Units (TBtu) (0.8%) when compared to the same period in 2002. This is primarily
the result of significantly reduced weather-related power generation load.
Transcos production area deliveries for the nine months ended September 30,
2003 increased 79.9 TBtu (57.2%) when compared to the same period in 2002. This
is primarily due to higher deliveries to production area storage and higher
deliveries in the production area as a result of new offshore production.

As a result of a straight fixed-variable (SFV) rate design as used by
Transco, increases or decreases in firm transportation volumes in comparable
facilities have no significant impact on operating income;

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however, because interruptible transportation rates have components of
fixed and variable cost recovery, increases or decreases in interruptible
transportation volumes do have an impact on operating income.

|                                            |                            |                              |       |                     |         |      |       |       |         | 
|------------------------------------------- | -------------------------- | ---------------------------- | ----- | ------------------- | ------- | ---- | ----- | ----- | ------- | 
|                                            |                            |                              |       | Nine months        
|                                            |                            |                              |       | Ended September 30,
|                                            |                            |                              |       |                    
|                                            |                            |                              |       | 2003                |         | 2002
|                                            |                            |                              |       |                     |         |     
|Transco System Deliveries (TBtu)            |                            |                              |       |                     |         |      |       |      
|Market-area deliveries:                     |                            |                              |       |                     |         |      |       |      
|                                            | Long-haul transportation   |                              |       | 578.1               |         |      |       | 609.9 |        
|                                            | Market-area transportation |                              |       | 584.1               |         |      |       | 561.6 |        
|                                            |                            |                              |       |                     |         |      |       |      
|                                            |                            | Total market-area deliveries |       |                     | 1,162.2 |      |       |       | 1,171.5 | 
|Production-area transportation              |                            |                              | 219.7 |                     |         |      | 139.8 |      
|                                            |                            |                              |       |                     |         |      |       |      
|                                            |                            | Total system deliveries      |       |                     | 1,381.9 |      |       |       | 1,311.3 | 
|                                            |                            |                              |       |                     |         |      |       |      
|Average Daily Transportation Volumes (Tbtu) |                            |                              | 5.1   |                     |         |      | 4.8   |      

Transcos facilities are divided into eight rate zones. Five are located
in the production area and three are located in the market area. Long-haul
transportation is gas that is received in one of the production-area zones and
delivered in a market-area zone. Market-area transportation is gas that is both
received and delivered within market-area zones. Production-area transportation
is gas that is both received and delivered within production-area zones.

Sales Revenues

Transco makes jurisdictional merchant gas sales to customers pursuant to a
blanket sales certificate issued by the FERC, with most of those sales being
made through a Firm Sales (FS) program which gives customers the option to
purchase daily quantities of gas from Transco at market-responsive prices in
exchange for a demand charge payment. For a discussion of a recent settlement
with the FERC affecting Transcos jurisdictional merchant gas sales, see Item
1. Financial Statements  Notes to Condensed Consolidated Financial Statements
 2. Contingent Liabilities and Commitments. Pursuant to the terms of this
settlement, Transco has provided notice to merchant sales customers that it
will be terminating the merchant sales service when it is able to do so under
the terms of any applicable contracts and FERC certificates authorizing such
services. Under the FS program, Transco must provide two-year advance notice of
termination. Therefore, Transco notified the FS customers of its intention to
terminate the FS service effective April 1, 2005. As part of the settlement,
WPC has agreed, subject to certain exceptions, that it will not enter into new
transportation agreements that would increase the transportation capacity it
holds on certain affiliated interstate gas pipelines, including Transco.
Finally, Transco and certain affiliates have agreed to the terms of an
extensive compliance plan designed to ensure future compliance with the
provisions of the settlement agreement and the FERCs rules governing the
relationship of Transco and WPC.

Through an agency agreement with Transco, WPC, an affiliate of Transco,
manages Transcos jurisdictional merchant gas sales, excluding Transcos cash
out sales in settlement of gas imbalances. The long-term purchase agreements
managed by WPC remain in Transcos name, as do the corresponding sales of such
purchased gas. Therefore, Transco continues to record natural gas sales
revenues and the related accounts receivable and cost of natural gas sales and
the related accounts payable for the jurisdictional merchant sales that are
managed by WPC. Through the agency agreement, WPC receives all margins

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associated with jurisdictional merchant gas sales business and, as
Transcos agent, assumes all market and credit risk associated with Transcos
jurisdictional merchant gas sales. Consequently, Transcos merchant gas sales
service has no impact on Transcos operating income or results of operations
and, therefore, the anticipated termination of such service, pursuant to the
terms of the FERC settlement discussed above, will have no impact on Transcos
operating income or results of operations.

In addition to its merchant gas sales, Transco also has cash out sales,
which settle gas imbalances with shippers. The cash out sales have no impact on
Transcos operating income or results of operations.

Transcos operating revenues related to its sales services were $359.0
million for the nine months ended September 30, 2003, compared to $254.2
million for the same period in 2002. The increase was primarily due to a higher
average sales price of $5.66 per dekatherm (Dt) for the nine months ending
September 30, 2003, compared to $2.98 per Dt for the same period of 2002.

|                         |                 |  |                     |      |      |  |      |      | 
|------------------------ | --------------- |  | ------------------- | ---- | ---- |  | ---- | ---- | 
|                         |                 |  | Nine months        
|                         |                 |  | Ended September 30,
|                         |                 |  |                    
|                         |                 |  | 2003                |      | 2002
|                         |                 |  |                     |      |     
|Gas Sales Volumes (TBtu) |                 |  |                     |      |      |  |      |     
|Long-term sales          |                 |  | 31.9                |      |      |  | 30.4 |     
|Short-term sales         |                 |  | 18.9                |      |      |  | 28.6 |     
|                         |                 |  |                     |      |      |  |      |     
|                         | Total gas sales |  |                     | 50.8 |      |  |      | 59.0 | 
|                         |                 |  |                     |      |      |  |      |     

Storage Revenues

Transcos operating revenues related to storage services were $94.4
million for the nine months ended September 30, 2003, compared to $104.5
million for the same period in 2002. The decrease was primarily due to a change
in rate design (implementation of rolled-in rate treatment in Docket No.
RP95-197) to recover certain costs through transportation rates which were
previously recovered through certain storage rates.

Operating Costs and Expenses

Excluding the cost of natural gas sales of $359.0 million for the nine
months ended September 30, 2003 and $254.2 million for the comparable period in
2002, Transcos operating expenses for the nine months ended September 30,
2003, were approximately $20.6 million lower than the comparable period in
2002. This decrease was primarily attributable to the lower cost of natural gas
transportation, administrative and general expense, and other operating costs
and expenses, partially offset by higher depreciation and amortization expense.
The lower cost of natural gas transportation was due to a $14.9 million
decrease in nontracked fuel expense primarily resulting from a reduction in
fuel expense due to pricing differentials related to volumes of gas used in
operations, partially offset by higher tracked fuel expense of $6.1 million and
a $4.0 million charge in the third quarter of 2003 associated with the
write-off of certain receivables. The lower administrative and general expense
was primarily due to lower labor cost of $12.7 million resulting mostly from a
reduced workforce and lower employee benefits expenses primarily resulting from
the recording in 2002 of additional pension expense of $6.8 million associated
with an enhanced-benefit early retirement option offer to certain Williams
employee groups. The lower other operating costs and expenses were primarily
due to a $7.2 million reduction of reserves in the third quarter of 2003 for
claims associated with certain producer indemnities as a result of recent
settlements and court rulings (see Item

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1. Financial Statements  Notes to Condensed Consolidated Financial
Statements  2. Contingent Liabilities and Commitments) and reduced charitable
contribution commitments. Depreciation and amortization increased $14.9
million due primarily to the increase in property resulting from completion of
recent construction projects.

Other Income and Other Deductions

Other income and other deductions for the nine months ended September 30,
2003 resulted in $19.7 million higher deductions than the comparable period in
2002. Interest expense was lower primarily due to the $3 million charge
recorded in 2002 associated with the October 10, 2002 FERC order in Transcos
1999 fuel tracker proceeding. The lower interest income was due to a reduction
in intercompany demand notes. The allowance for funds used during construction
was lower due to a lower amount of capital projects under construction. The
impairment of an investment in an unconsolidated affiliate recorded in 2002 was
due to the $12.3 million impairment of Transcos investment in Independence
Pipeline Company. Miscellaneous other (income) deductions, net reflected higher
deductions primarily as a result of a gain of $11.0 million recorded in 2002
associated with the disposition of securities received through a mutual
insurance company reorganization.

CAPITAL RESOURCES AND LIQUIDITY

Method of Financing

Transco funds its capital requirements with cash flows from operating
activities, by accessing capital markets, by repayments of funds advanced to
WGP and, if required, by borrowings under the Credit Agreement and advances
from WGP.

Transco has an effective registration statement on file with the
Securities and Exchange Commission. At September 30, 2003, $200 million of
shelf availability remains under this registration statement which may be used
to issue debt securities. Interest rates and market conditions will affect
amounts borrowed, if any, under this arrangement. Transco believes any
additional financing arrangements, if required, can be obtained from the
capital markets on terms that are commensurate with its current credit ratings.

On June 6, 2003, Williams entered into a two-year $800 million revolving
credit facility, primarily for the purpose of issuing letters of credit.
Williams, Transco and Northwest Pipeline Corporation, a subsidiary of WGP, have
access to all unborrowed amounts. The facility must be secured by cash and/or
acceptable government securities with a market value of at least 105% of the
then outstanding aggregate amount available for drawing under all letters of
credit, plus the aggregate amount of all loans then outstanding. The new
credit facility replaces a $1.1 billion credit line entered into in July 2002
that was comprised of a $700 million secured revolving credit facility and a
$400 million secured letter of credit facility. The previous agreements were
secured by substantially all of Williams midstream assets. The new agreement
releases these assets as collateral. The interest rate on the new agreement is
variable at the London Interbank Offered Rate (LIBOR) plus 0.75%. At September
30, 2003, letters of credit totaling $422 million have been issued by the
participating financial institutions under this facility and no revolving
credit loans were outstanding. At September 30, 2003, the amount of restricted
investments securing this facility was $443.7 million, which collateralized the
facility at 105.14%.

As a participant in Williams cash management program, Transco and its
subsidiaries have advances to and from Williams through Transcos parent
company, WGP. At September 30, 2003, the advances due

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Transco by WGP totaled $32.4 million. The advances are represented by demand
notes. Effective September 2003, the interest rate on intercompany demand notes
is based upon the weighted average cost of Williams debt outstanding at the
end of each quarter. Williams has indicated that it currently believes that it
will continue to have the financial resources and liquidity to repay these
advances made by WGP which in turn allows WGP to repay Transco and its
subsidiaries.

On August 1, 2002, the FERC issued a NOPR that proposed restrictions on
various types of cash management programs employed by companies in the energy
industry such as Williams and its subsidiaries, including Transco. In addition
to stricter guidelines regarding the accounting for and documentation of cash
management or cash pooling programs, the FERC proposal, if made final, would
have precluded public utilities, natural gas companies and oil pipeline
companies from participating in such programs unless the parent company and its
FERC-regulated affiliate maintain investment-grade credit ratings and the
FERC-regulated affiliate maintains stockholders equity of at least 30% of
total capitalization. Williams and Transcos current credit ratings are not
investment grade. Transco participated in comments filed in this proceeding on
August 28, 2002 by the Interstate Natural Gas Association of America. On
September 25, 2002, the FERC convened a technical conference to discuss issues
raised in the comments filed by parties in this proceeding. On June 26, 2003,
the FERC issued an Interim Rule (Order No. 634), which replaces the earlier
NOPR on cash management described above. The Interim Rule requires
FERC-regulated entities to have their cash management programs in writing and
to have all such programs specify (i) the duties and responsibilities of
administrators and participants, (ii) the methods for calculating interest and
for allocating interest and expenses, and (iii) restrictions on borrowing from
the programs. The Interim Rule was effective on August 7, 2003. The Interim
Rule also sought industry comment on new reporting requirements that would
require FERC-regulated entities to file their cash management programs with the
FERC and to notify the FERC when their proprietary capital ratio drops below
30% of total capitalization and when it subsequently returns to or exceeds 30%.
On October 23, 2003, the FERC issued its Final Rule (Order No. 634-A), which
adopted the filing and reporting requirements proposed in the Interim Rule,
with certain modifications. Under the Final Rule, a FERC-regulated entity must
file its cash management program with the FERC for informational purposes, and
must compute its proprietary capital ratio quarterly and notify the FERC within
45 days after the end of each calendar quarter if its proprietary capital ratio
drops below or subsequently exceeds 30%.

Credit Ratings

In the second quarter of 2003, Moodys Investors Services and Fitch
Ratings raised Transcos credit rating on its senior unsecured long-term debt
as shown below. The rating given by Standard & Poors is B+ which has not
changed during 2003.

|                           |  |           |  | 
|-------------------------- |  | --------- |  | 
|Moodys Investors Services |  | B3 to B1 
|Fitch Ratings              |  | BB- to BB

Capital Expenditures

As shown in the table below, Transcos capital expenditures and
investments in affiliates for the nine months ended September 30, 2003 were
$145.4 million, compared to $404.3 million for the nine months ended September
30, 2002. The decrease in maintenance of existing facilities and other
projects cost is due to lower non-mandatory maintenance and other expenditures.

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|                                                      |                                                          |   |                     |       |      |   |       |       | 
|----------------------------------------------------- | -------------------------------------------------------- | - | ------------------- | ----- | ---- | - | ----- | ----- | 
|                                                      |                                                          |   | Nine months        
|                                                      |                                                          |   | Ended September 30,
|                                                      |                                                          |   |                    
|                                                      |                                                          |   | 2003                |       | 2002
|                                                      |                                                          |   |                     |       |     
|                                                      |                                                          |   | (In Millions)      
|Capital Expenditures and Investments in Affiliates    |                                                          |   |                     |       |      |   |       |      
|Market-area projects                                  |                                                          | $ | 90.9                |       |      | $ | 235.8 |      
|Supply-area projects                                  |                                                          |   | 11.0                |       |      |   | 9.6   |      
|Maintenance of existing facilities and other projects |                                                          |   | 43.5                |       |      |   | 158.7 |      
|Investment in affiliates                              |                                                          |   |                    |       |      |   | 0.2   |      
|                                                      |                                                          |   |                     |       |      |   |       |      
|                                                      | Total capital expenditures and investments in affiliates |   | $                   | 145.4 |      |   | $     | 404.3 | 
|                                                      |                                                          |   |                     |       |      |   |       |      

Transcos capital expenditures estimate for 2003 and future capital
projects are discussed in its 2002 Annual Report on Form 10-K and 2003 First
and Second Quarter Reports on Form 10-Q. The following describes those projects
and any new projects proposed by Transco.

Momentum Expansion ProjectOn February 14, 2002, the FERC issued an order
granting a certificate of public convenience and necessity to Transco to
construct and operate the Momentum Expansion Project, an expansion of Transcos
pipeline system from Station 65 in Louisiana to Station 165 in Virginia. On
April 10, 2003, the FERC approved Transcos application to amend the
certificate to reduce the overall size of the expansion from approximately 347
MMcf/d to approximately 312 MMcf/d and to place the Momentum facilities into
service in two phases. The first phase, consisting of approximately 260
MMcf/d, was placed into service on May 1, 2003. Transco plans to place the
second phase, consisting of approximately 52 MMcf/d, into service on February
1, 2004. The reduction in the size of the expansion reflects the termination of
two shippers under the project and the partial replacement of those shippers
with the two shippers who had subscribed to service under Transcos previously
proposed Cornerstone Expansion Project. The revised project facilities include
approximately 50 miles of pipeline looping and 45,000 horsepower of
compression. The revised capital cost of the project is estimated to be
approximately $189 million.

Trenton-Woodbury Expansion ProjectOn May 6, 2002, Transco filed an
application for FERC approval of a 49 MMcf/d expansion of Transcos
Trenton-Woodbury Line, which runs from Transcos mainline at Station 200 in
eastern Pennsylvania, around the metropolitan Philadelphia area and southern
New Jersey area, to Transcos mainline near Station 205. On September 24, 2002,
the FERC issued a Preliminary Determination on Non-Environmental Issues,
finding that the project is required by the public convenience and necessity
subject to the completion of the FERCs environmental assessment of the
project. On December 24, 2002, the FERC issued a final order authorizing
Transco to construct and operate the project, and on November 1, 2003, the
expansion was placed into service. Service agreements have been executed with
two shippers for the 49 MMcf/d of incremental firm transportation capacity
created by the expansion. The project facilities include approximately 7 miles
of pipeline looping at an estimated capital cost of approximately $22 million.

Other Capital Requirements and Contingencies

Transcos capital requirements and contingencies are discussed in its 2002
Annual Report on Form 10-K and 2003 First and Second Quarter Reports on Form
10-Q. Other than as described in Note 2 of the Notes to Condensed Consolidated
Financial Statements, there have been no new developments from those described
in Transcos 2002 Annual Report on Form 10-K and 2003 First and Second Quarter
Reports on Form 10-Q with regard to other capital requirements and
contingencies.

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CONCLUSION

Although no assurances can be given, Transco currently believes that the
aggregate of cash flows from operating activities, supplemented, when
necessary, by repayments of funds advanced to WGP, advances or capital
contributions from Williams and borrowings under the Credit Agreement will
provide Transco with sufficient liquidity to meet its capital requirements.
When necessary, Transco also expects to access public and private markets on
terms commensurate with its current credit ratings to finance its capital
requirements.




ITEM 4. Controls and Procedures.

An evaluation of the effectiveness of the design and operation of
Transcos disclosure controls and procedures (as defined in Rule 13a-15(e) and
15(d)-(e) of the Securities Exchange Act) (Disclosure Controls) was performed
as of the end of the period covered by this report. This evaluation was
performed under the supervision and with the participation of Transcos
management, including Transcos Senior Vice President and Vice President and
Treasurer. Based upon that evaluation, Transcos Senior Vice President and
Vice President and Treasurer concluded that, subject to the limitations noted
below, these Disclosure Controls and procedures are effective.

Transcos management, including its Senior Vice President and Vice
President and Treasurer, does not expect that Transcos Disclosure Controls or
its internal controls over financial reporting (Internal Controls) will prevent
all error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected. Transco
monitors its Disclosure Controls and Internal Controls and makes modifications
as necessary; Transcos intent in this regard is that the Disclosure Controls
and the Internal Controls will be maintained as systems change and conditions
warrant.

There has been no change in Transcos Internal Controls that occurred
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, Transcos Internal Controls.

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PART II - OTHER INFORMATION




ITEMS 1. LEGAL PROCEEDINGS.



| |  | See discussion in Note 2 of the Notes to Condensed Consolidated
Financial Statements included herein.
| |  | -----------------------------------------------------------------------------------------------------




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | (a) |  | Exhibits.                                                                                                                                                                                                                                                                                                      
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The following instruments are included as exhibits to
this report. Those exhibits below incorporated by reference
herein are indicated as such by the information supplied in
the parenthetical thereafter. If no parenthetical appears
after an exhibit, copies of the instrument have been included
herewith.
|
| |     |  | (31) Section 302 Certifications                                                                                                                                                                                                                                                                                

| |  |   |  |  |   |  |  |                                                                                                                                                                                                                                                                       
| |  | - |  |  | - |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | - |  |  | 1 |  |  | Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|
| |  | - |  |  | 2 |  |  | Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.



| |  |  | (32) Section 906 Certification
| |  |  | ------------------------------

| |  |   |  |  |   |  |  |                                                                                                                                                                                       
| |  | - |  |  | - |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | - |  |  | 1 |  |  | Certification of Principal Executive
Officer and Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.



| | (b) |  | Reports on Form 8-K.
| | --- |  | --------------------
|
| |     |  | None.               

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                        |  |                               
|----------------------- |  | ------------------------------
|                        |  | TRANSCONTINENTAL GAS PIPE LINE
|                        |  | CORPORATION (Registrant)      
|                        |  |                               
|Dated: November 6, 2003 |  | By /s/ Jeffrey P. Heinrichs   
|                        |  |                               
|                        |  | Jeffrey P. Heinrichs          
|                        |  | Controller                    
|                        |  | (Principal Accounting Officer)

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